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All the Babies are asleep in the Nursery except for Fozzie. After a few attempts, he "accidentally" wakes up Baby Kermit, but cannot bring himself to tell him that he's not asleep because he's afraid of the dark. When he admits that he's a little bit afraid of the dark, Kermit tells him that is silly.

Trying to keep his friend awake, Fozzie asks Kermit about the dream he was having. He tells Fozzie that he was dreaming about flying in a boat high above the city at night. They fly above factories and hospitals and the woods, where they see night creatures such as owls and bats.

Fozzie still hasn't lost his fear, so Kermit explains that without darkness we would never see the stars. He takes the boat higher to show Fozzie that the Sun never really disappears, but just moves around the world. They fly to China where it is daylight and children are playing.

Flying back to the Nursery, Kermit falls back asleep while Fozzie realizes that he is not alone at night for there are many people working, and others playing on the other side of the world. And he falls asleep as the sun starts to rise.